Material Adverse Development definition

Material Adverse Development means, with respect to a Licensed Product for a particular Application, an event or development (other than a Material Adverse Patent Development) which occurs after the date of this Agreement (other than an event or development which constitutes or arises from a breach hereof by Synthelabo) which results in a material adverse change in the commercial prospects of such Licensed Product for such Application.
View Source
Material Adverse Development means as a development that would reasonably be expected to result in (a) an increase of $1,000,000 or more in the amount of damages or Environmental Liabilities that a Note Party or any Subsidiary thereof would suffer, or (b) an increase of $1,000,000 of other adverse effects upon a Note Party or Subsidiary thereof,’ had such development not occurred.
View Source
Material Adverse Development means (i) any legal or regulatory development affecting the Product that results in the suspension, withdrawal or revocation of approvals to sell the Product in the Territory, (ii) any shutdown for any period in excess of three consecutive months of Lilly's primary and secondary manufacturing facilities for the production of the Product or any publicly-announced reduction in manufacturing output of the Product for a period in excess of three months, (iii) any material adverse re-labeling requirement or (iv) any voluntary action by Lilly that results in a suspension or cessation of sales of the Product, the occurrence of any of such items (i) through (iv) which has, or would reasonably be expected to have, a material adverse effect on the net sales of the Product on which the Royalty Sub Payments are based.
View Source

Examples of Material Adverse Development in a sentence

  • For purposes of this Section 3(h), the terms "Material Adverse Change" and "Material Adverse Development" shall exclude continuing losses that are consistent with the Company's historical losses.

  • Material Adverse Development....................................................

  • If the JSC fails to approve for inclusion in the Global Development Plan the Proposed Additional Development proposed by either Party (or any modified version thereof), then the proposing Party will have the right, subject to Section 3.5.2 (Material Adverse Development), upon written notice to the other Party, to conduct such Additional Development Activities set forth in the Additional Development Proposal at its own cost and expense.

  • As of the date hereof, no Material Adverse Development has occurred and, except as previously disclosed to the Administrative Agent in writing, no event described in clauses (a) through (g) of Section 9.1 of the Partnership Agreements has occurred.

  • For purposes of this Section 9(g), the terms "Material Adverse Change" and "Material Adverse Development" shall exclude continuing losses that are consistent with the Company's historical losses.

  • Each Party will give prompt written notice to the others of any Material Adverse Development causing a breach of any of his or its own representations and warranties above.

  • Any sum so deposited shall bear interest at the rate of three percent (3 % ) per annum, payable annually.


More Definitions of Material Adverse Development

Material Adverse Development. Ownership Interests", "Partners" and "Unused Capital Contributions" shall have the respective meanings assigned thereto in the Partnership Agreement.
View Source
Material Adverse Development will mean any event, occurrence, change or effect that, individually or in the aggregate, (a) with respect to Seller, is materially adverse to the ability of Seller to consummate the transactions contemplated by this Agreement and to satisfy all of its obligations contemplated by this Agreement, or has a material and adverse effect on the ownership, use, operation or maintenance of the Acquired Assets or the Business, and (b) with respect to Buyer, is materially adverse to the ability of Buyer to consummate the transactions contemplated by this Agreement and to satisfy all of its obligations under this Agreement.
View Source
Material Adverse Development means a material adverse development affecting the financial condition, business, assets or results of operations of the Joint Venture that has occurred since the Closing Date other than an adverse development affecting the TiO2 industry generally.
View Source
Material Adverse Development means such matters as the Authority may prescribe;
View Source
Material Adverse Development means (i) a written order from the FDA or the U.S. Drug Enforcement Agency, as applicable, that results in a Product being suspended or withdrawn from being sold commercially in the Territory for more than 90 days, (ii) any re-labeling or the addition of a “black box” to the label for a Product that limits the use of such Product for indications for which such Product was approved by the FDA, in each case, as of the Closing Date, (iii) Counterparty publicly announces that it will cease to make a Product available for commercial sale in the Territory (unless such Product has been sold, licensed or otherwise partnered with another pharmaceutical company that assumes Counterparty’s obligations under the License Agreement) or (iv) any Product Adverse Event occurs.
View Source
Material Adverse Development means (i) any legal or regulatory development affecting the Drug which results in the suspension, withdrawal, or revocation of approvals to sell the Drug in the market, (ii) any "other than temporary" suspension of manufacture or reduction in manufacturing output of the Drug, (iii) any material re-labeling requirement, or (iv) any voluntary action by Janssen that results
View Source

Related to Material Adverse Development

  • Partnership Material Adverse Effect means any change, circumstance, effect or condition that is, or could reasonably be expected to be, materially adverse to the business, financial condition, assets, liabilities or results of operations of the Partnership Group, taken as a whole.

  • Material Adverse Event means any circumstance or event that, individually or collectively with other circumstances or events, may reasonably be expected to have a material adverse effect on the financial condition or Business of the Borrower, as now conducted or as proposed to be conducted.

  • SPAC Material Adverse Effect (a) any change in applicable Laws or GAAP or any interpretation thereof following the date of this Agreement, (b) any change in interest rates or economic, political, business or financial market conditions generally, (c) the taking of any action expressly required to be taken under this Agreement, (d) any natural disaster (including hurricanes, storms, tornados, flooding, earthquakes, volcanic eruptions or similar occurrences), epidemic or pandemic (including any action taken or refrained from being taken in response to COVID-19 or any COVID-19 Measures or any change in such COVID-19 Measures or interpretations following the date of this Agreement), acts of nature or change in climate, (e) any acts of terrorism or war, the outbreak or escalation of hostilities, geopolitical conditions, local, national or international political conditions, riots or insurrections, (f) any matter set forth on, or deemed to be incorporated in, Section 1.1SMAE of the SPAC Disclosure Letter, (g) any Events that are cured by SPAC prior to the Acquisition Closing, (h) any change in the trading price or volume of the SPAC Units, SPAC Ordinary Shares or SPAC Warrants (provided that the underlying causes of such changes referred to in this clause (h) may be considered in determining whether there is a SPAC Material Adverse Effect except to the extent such cause is within the scope of any other exception within this definition), or (i) any worsening of the Events referred to in clauses (b), (d), (e) or (f) to the extent existing as of the date of this Agreement; provided, however, that in the case of each of clauses (b), (d) and (e), any such Event to the extent it disproportionately affects SPAC relative to other special purpose acquisition companies shall not be excluded from the determination of whether there has been, or would reasonably be expected to be, a SPAC Material Adverse Effect. Notwithstanding the foregoing, with respect to SPAC, the amount of SPAC Share Redemptions or the failure to obtain SPAC Shareholders’ Approval shall not be deemed to be a SPAC Material Adverse Effect;

  • Company Material Adverse Effect means any material adverse effect with respect to the Company, taken as a whole, or any change or effect that adversely, or is reasonably expected to adversely, affect the ability of the Company to maintain its current business operations or to consummate the transactions contemplated by this Agreement in any material respect.

  • Company Material Adverse Change means a change (or circumstance involving a prospective change) in the business, operations, assets, liabilities, results of operations, cash flows, condition (financial or otherwise) or prospects of the Company which is materially adverse.